Sample S Corporation Bylaws

Do you need sample bylaws for your S corporation?

As you may already know, the process of incorporating a business isn't all that difficult. In many cases, you simply file a fill-in-the-blanks incorporation form or a one-page articles of incorporation document with the appropriate state agency (often the secretary of state).

Furthermore, because these simple incorporation forms or corporate formation documents collect basic information that many experienced entrepreneurs and veteran investors can figure out on their own, people regularly self-incorporate. And that's fine. (This web site, obviously, sells downloadable do-it-yourself incorporation kits for just these sorts of people.)

Even experienced entrepreneurs and investors, however, often have trouble coming up with appropriate corporate by-laws (also called corporation bylaws) on their own.

That's unfortunate. The corporation's bylaws describe how the owners, called shareholders or stockholders, govern and administer the corporation. A corporation's bylaws, or by-laws, are akin to a limited liability company's operating agreement and to partnership's partnership agreement. While you might be tempted to skip drafting corporate by-laws, you shouldn't skip this important step.

Some attorneys tell clients that having and following corporate bylaws increases legal liability protection because corporate by-laws further enforce and underscore the separate legal identity of the small corporation. Finally, in many cases, outside parties like your bank require you to provide a copy of your corporate bylaws before they'll do business with you.

Predictably, the downloadable do-it-yourself incorporation kits sold at this web site include sample corporate bylaws. But if you didn't purchase one of these kits and haven't had an attorney draft corporation by-laws or can't get an attorney to draft corporate bylaws, you may wish to purchase our sample corporation by-laws for $19.

The corporate bylaws document, which you download at the time of purchase from the last page of the ordering form, is a nine-page, rich-text-format file created in Microsoft Word. The short document shows you what corporate bylaws look like. And you can even use the sample corporate bylaws document as a template for constructing your own personalized corporation by-laws. Simply fill in the blanks and then make whatever other changes you want or your attorney recommends!
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About the Attorney Who Drafted the Sample S corporation corporate by-laws

The sample corporate bylaws available here (again, these are the same sample corporate bylaws available in regular corporation version of the the Do-It-Yourself S Corporation Kits) were written by St. Petersburg Florida business lawyer Carl Baranowski. An attorney for more than twenty years, Carl Baranowski has worked both as an in-house corporate counsel and as practicing attorney, serving both private and public real estate and high technology companies. Baranowski holds an MBA from Stanford University's Graduate Business School and JD from Stanford University's Law School. He also earned two master's degrees and a bachelor's degree from the Massachusetts Institute of Technology. A member of both the Florida Bar and the Texas Bar, a past member of several other state bar associations, he also co-authored the popular legal reference, Representing High-Tech Companies (Law Journal Press, 2006).

About Stephen L. Nelson CPA, PLLC

Stephen L. Nelson CPA, PLLC is a public accounting firm in the Seattle area specializing in Subchapter S corporations and limited liability companies. The firm has over three decades of of accounting experience. We primarily serve clients from Washington State, but are equipped to serve clients from other populous western states such as California and Texas as well. We author several best-selling books about accounting and finance including Quicken for Dummies (which has sold more than 1,000,000 copies) and QuickBooks for Dummies (which has sold more than 500,000 copies). Stephen L. Nelson has also taught LLC and S corporation taxation in the graduate tax school at Golden Gate University. (For more information about Stephen L. Nelson, see his Google+ profile page.)